Form of Employment Agreement of Michael L. Stache



 EXHIBIT 10.8 
  
 EMPLOYMENT AGREEMENT 
  

Agreement effective as of February     , 2004, (the “Effective Date”), by and between Stonemoor GP, LLC, a
Delaware limited liability company (the “Company”) and                          (the “Executive”).

  
 W I T N E S S E T H: 
  
 WHEREAS, the Executive and the Company wish to enter into an employment
agreement upon the terms and conditions hereinafter stated. 
  
 NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 
  
 1. Term of Employment 
  
 Commencing on the Effective Date, the Company shall employ the Executive, and the Executive shall continue employment and shall serve the Company, in such
capacities, with such duties and authority, for such period, at such level of compensation and with such benefits, and upon such other terms and subject to such other conditions, as are hereinafter set forth. The term of the Executive’s
employment hereunder shall commence on the Effective Date and, unless previously terminated as provided herein, shall continue in effect for one year from the Effective Date (the “Employment Period”); provided, however, that
the Employment Period shall automatically be extended for successive one-year additional periods unless, ninety (90) days prior to expiration of the Employment Period, the Company or the Executive shall have given written notice to the other not to
renew the Employment Period. 
  
 2. Capacities, Duties and
Authority 
  
 2.01. Effective on the Effective Date and
throughout the Employment Period, the Executive shall be entitled to serve as
                                    . 
  
 2.02. In his capacity as
                         of the Company, the Executive shall have such authority, perform such duties, discharge such
responsibilities and render such services as are substantially consistent the job description attached hereto as Exhibit “A”. 
  
 2.03. Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto substantially all of his business time,
energy and skills on an exclusive basis and, without the prior written consent of the Board of Directors of the Company (the “Company’s Board”), the Executive shall not render services to or for the account of himself or any other
person, firm or corporation other than the Company. 







 3. Compensation 
  
 3.01. The Executive shall be paid a base salary during the Employment Period at the annual rate of
                                        
             Dollars ($                    ), payable in accordance with the
regular payroll practices of the Company. The Company’s Board shall annually review the Executive’s performance and determine, in its sole discretion, whether or not to increase the Executive’s base salary and, if so, the amount of
such increase. The Executive’s base salary as in effect from time to time is hereinafter referred to as the “Base Salary.” 
  
 3.02. The Employee shall be eligible for an annual bonus based upon satisfaction of mutually agreed upon targets established by management and approved by
the Company’s Board on or before January 31 of each year for such year. The employee shall, at a minimum, receive a bonus of 50% of base salary for meeting budgeted goals if no such mutually agreed targets are established. 
  
 3.03. The Executive shall be entitled to participate in any of the
Company’s other discretionary bonus or performance-based bonus programs for senior executives of the Company on such terms and conditions as determined in the discretion of the Company’s Board. 
  
 4. Employee Benefit Programs 
  
 4.01. During the Employment Period, the Executive shall be entitled to
vacation and sick leave generally made available to executive personnel of the Company and to participate in and have the benefit of all group life, disability, dental, hospital, surgical and major medical insurance plans and programs and other
employee benefit plans and programs as generally are made available to executive personnel of the Company. 
  
 4.02. During the Employment Period, the Executive shall be entitled to receive or participate in fringe benefit arrangements generally made available to
executive personnel of the Company that provide automobile, club dues, tax services and financial planning in accordance with the terms and conditions of such arrangements as may be in effect from time to time. 
  
 5. [Optional — Stock Options, Restricted Stock and Other Stock
Awards 
  
 5.01. The Executive shall be entitled to
participate in any stock or unit incentive plan adopted by the Company and approved by the Stockholders or Unitholders of the Company. If a stock or unit program is adopted, the Executive will receive an allotment (grant) commensurate with his level
of responsibility in relation to other grants as determined by the Company’s Board in its sole discretion. 
  
 5.02. During the Employment Period, the Executive shall be eligible to receive grants of restricted stock or units and other stock or unit awards
(“Stock Awards”) in such amounts and subject to such terms as determined by the Company’s Board in its sole discretion.] 
  

 2 








 6. Termination of Employment 
  
 6.01. The Executive’s employment hereunder shall terminate: 
  
 a. upon the death of the Executive; 
  
 b. upon the Disability of the Executive, which for the purposes of this
Agreement shall mean his inability because of physical or mental illness or incapacity, whether partial or total, with or without reasonable accommodation, to perform his duties under this Agreement, for a continuous period of at least six (6)
months or for an aggregate of one hundred eighty (180) days within any twelve (12) month period; or 
  
 c. at the option of the Company, exercisable by or upon the authority of the Company’s Board and effective immediately upon the giving by the
Company to the Executive of written notice of such exercise, for “Cause,” which, for purposes of this Agreement, shall mean: 
  
 i. the gross neglect or willful failure by the Executive to perform his duties and responsibilities in all material respects as set forth in Paragraph
2.02 hereof, after a written demand for substantial performance is delivered to the Executive by the Company’s Board which demand specifically identifies the manner in which the Company’s Board believes that the Executive has not so
performed his duties and such failure is not cured within 90 days after the written notice thereof to the Executive by the Company’s Board. 
  
 ii. any act of fraud by the Executive, whether relating to the Company or otherwise; 
  
 iii. the conviction or entry into a plea of nolo contendere by the Executive with respect to any felony or
misdemeanor (other than a traffic offense which does not result in imprisonment); 
  
 iv. the commission by the Executive of any willful or intentional act (including any violation of law) which materially injures the reputation or materially adversely affects the business or business relationships of
the Company; or 
  
 v. any willful failure or willful breach (not
covered by any of clauses (i) through (iv) above) of any of the material obligations of this Agreement[, if such breach is not cured within 90 days after written notice thereof to the Executive by the Company’s Board]. 
  
 For purposes of clauses (i), (iv) and (v) of this definition, no act, or
failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best
interest of the Company. 
  

 3 








 d. at the option of the Executive, effective ten (10) business days after the giving of written notice
of such exercise by the Executive to the Company (or such shorter period as the Company’s Board may elect by giving written notice to the Executive), in the event that the Executive has Good Reason, which for purposes of this Agreement shall
mean the occurrence at any time of any of the following without the Executive’s prior written consent: 
  
 i. removal from the position of
                         with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X
under the Securities Exchange Act of 1934); 
  
 ii. the
relocation of the Company’s principal office to a location outside a 75-mile radius of its current location in Bristol, Pennsylvania; 
  
 iii. the assignment of duties or responsibilities materially inconsistent with those customarily associated with the positions held by the Executive or a
diminution of the Executive’s position, authority, duties or responsibilities (other than an isolated action that is not taken in bad faith and is remedied by the Company promptly after receipt of written notice thereof from the Executive);

  
 iv. [except as provided in Paragraph
            , ]a reduction in the Executive’s Base Salary payable pursuant to Paragraph 3.01 hereof or a material reduction in any other material benefit provided the
Executive hereunder; 
  
 v. notice by the Company, as set forth
in Paragraph 1 hereof, not to extend the Employment Period; 
  
 vi. the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement; or 
  
 vii. any willful failure or willful breach by the Company (not covered by any of clauses (i) through (vi) above) of any of the material obligations of
this Agreement, if such breach is not cured within 30 days after written notice thereof by the Executive to the Company’s Board. 
  
 For purposes of clause (vii) of this definition, no act, or failure to act, on the Company’s part shall be deemed “willful” unless done, or omitted to be
done, by the Company not in good faith and without reasonable belief that the Company’s act, or failure to act, was in the best interest of the Company. 
  
 e. at the option of the Executive, for a reason other than Good Reason, effective upon 30 days of the giving of written notice of such exercise.

  

 4 








 6.02. Obligations of the Company upon Termination of Employment 
  
 a. Death. In the event of the Executive’s death during the
Employment Period, the Employment Period shall end as of the date of the Executive’s death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following, as soon as practicable following the date of
Executive’s death: 
  
 i. Base Salary earned but not paid
prior to the date of his death; 
  
 ii. payment for all accrued
but unused vacation time up to the date of his death; 
  
 iii.
payment for any bonus deferred for any year prior to the year in which occurs the date of his death; 
  
 iv. any bonus payable pursuant to any bonus program, to the extent earned but not paid with respect to the year in which the Executive’s death
occurs; 
  
 v. a pro rata portion (based on the number of days
worked) of the bonus payable under any bonus program in effect for the year in which the Executive’s death occurs; provided, however, that the performance goals established under the applicable program with respect to the entire
year in which the Executive’s death occurs are met; 
  
 vi.
immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his death; 
  
 vii. immediate vesting of all Company stock options held by the Executive on the date of his death, with such options remaining exercisable for twelve
months from the date of the Executive’s death; 
  
 viii.
continuation of medical benefits for a period of          years plus an additional year for each year of service commencing with the Effective Date; and 
  
 ix. such additional benefits as may be provided by the then existing plans,
programs and/or arrangements of the Company. 
  
 b.
Disability. If the Executive’s employment is terminated due to Disability during the Employment Period, either by the Company or by the Executive, the Employment Period shall end as of the date of the termination of the Executive’s
employment and the Executive shall be entitled to the following, as soon as practicable following the date of termination: 
  
 i. Base Salary earned but not paid prior to the date of the termination of the Executive’s employment; 
  

 5 








 ii. payment for all accrued but unused vacation time up to the date of the termination of the
Executive’s employment; 
  
 iii. payment for any bonus
deferred for any year prior to the year in which occurs the date of the termination of the Executive’s employment; 
  
 iv. any bonus payable pursuant to any bonus program, to the extent earned but not paid with respect to the year in which the Executive’s termination
of employment occurs; 
  
 v. a pro rata portion (based on the
number of days worked) of the bonus payable under any bonus program in effect for the year in which the Executive’s termination of employment occurs; provided, however, that the performance goals established under the applicable
program with respect to the entire year in which the Executive’s termination of employment occurs are met; 
  
 vi. immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his Disability; 
  
 vii. immediate vesting of all Company stock options held by the Executive on
the date of his Disability, with such options remaining exercisable for twelve months from the date of the Executive’s Disability; 
  
 viii. continuation of medical benefits for a period of          years plus an additional year for each
year of service commencing with the Effective Date; and 
  
 ix.
such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. 
  
 c. Cause. If the Company terminates the Executive’s employment for Cause, the Executive shall be entitled to the following, within 60 days
following the date of termination: 
  
 i. Base Salary earned but
not paid prior to the date of the termination of his employment; 
  
 ii. payment for all accrued but unused vacation time up to the date of the termination of the Executive’s employment; 
  
 iii. payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive’s employment; and

  
 iv. such additional benefits as may be provided by the then
existing plans, programs and/or arrangements of the Company. 
  

 6 








 d. Without Cause or With Good Reason. If the Executive’s employment is terminated by the
Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10
business days following the date of termination or such earlier date as may be required by law: 
  
 i. Base Salary earned but not paid prior to the date of the termination of his employment; 
  
 ii. payment for all accrued but unused vacation time up to the date of the termination of the Executive’s employment;

  
 iii. payment for any bonus deferred for any year prior to the
year in which occurs the date of the termination of the Executive’s employment; 
  
 iv. any bonus payable pursuant to any bonus program, to the extent earned but not paid with respect to the year in which the Executive’s termination of employment occurs; 
  
 v. [a lump sum amount equal to the product of Executive’s Base Salary
(based on the Base Salary in effect on the date of the termination of the Executive’s employment, and in the case of a termination of employment by the Executive for Good Reason due to a reduction in Base Salary under Paragraph 6.01(e)(iii),
based on the Base Salary in effect immediately prior to such reduction), multiplied by a factor of 2.50;] 
  
 vi. immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment;

  
 vii. immediate vesting of all Company stock options held by
the Executive on the date of the termination of his employment, with all stock options remaining exercisable until their expiration pursuant to the Stock Incentive Plan; 
  
 viii. continued participation, as if he were still an employee, in the Company’s medical, dental, hospitalization and
life insurance plans, programs and/or arrangements in which he was participating on the date of the termination of his employment on the same terms and conditions as other executives under such plans, programs and/or arrangements until the earlier
of [three] year[s] from the date of the Executive’s termination or the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits
to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided, however, that should such continued coverage not be allowed under the Company’s plans, Company shall pay Executive a lump sum payment in an amount equal to the
amount that the Company would have spent on Executive’s premiums for the same period; and 
  

 7 








 ix. such additional benefits as may be provided by the then existing plans, programs and/or arrangements
of the Company (other than any severance payments payable under the terms of any benefit plan), including outplacement services consistent with the Company’s then existing practice for senior executives or, if there is no such then existing
practice, consistent with the Company’s past practice for senior executives. 
  
 e. Without Good Reason. If the Executive’s employment is terminated by the Executive without Good Reason, the Executive shall be entitled to the following, within 60 days following the date of termination
or such earlier date as may be required by law: 
  
 i. Base
Salary earned but not paid prior to the date of the termination of his employment; 
  
 ii. payment for all accrued but unused vacation time up to the date of the termination of the Executive’s employment; 
  
 iii. payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive’s employment;

  
 iv. such additional benefits as may be provided by the then
existing plans, programs and/or arrangements of the Company. 
  
 6.03. Any payment under Paragraph 6.02 hereof shall be in lieu of any other severance, bonus or other payments to which the Executive might then be entitled pursuant to this Agreement or any statutory or common law claim, subject, in each
case, to the execution by the Executive and delivery to the Company of a comprehensive release of all claims related to his employment or termination thereof in a form to be provided by the Company. The Company’s obligations to make the
payments under Paragraph 6.02 hereof, except in the case of a termination for Cause, shall not otherwise be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company
may have against the Executive. The Executive acknowledges and agrees that in the event the parties dispute whether the Executive shall be entitled to the payment hereunder, such payment shall not be deemed to be earned or otherwise vest hereunder
until such time as the dispute is resolved in accordance with Paragraph 10.03 hereof. 
  
 6.04. Notwithstanding anything to the contrary herein, if the Company’s Board has reason to believe that there are circumstances which, if substantiated, would constitute Cause as defined herein, the Company may
suspend the Executive from employment without notice for such period of time as shall be reasonably necessary for the Company’s Board to ascertain whether such circumstances are substantiated. During such suspension, the Executive shall
continue to be paid all compensation and provided all benefits thereunder; provided, however, that if the Executive has been indicted or otherwise formally charged by governmental authorities with any felony, the Company’s Board
may in its sole discretion, and without limiting the Company’s Board’s discretion to terminate the Executive’s employment for Cause, suspend the Executive without continuation of any 
  

 8 








 compensation or benefits hereunder, pending final disposition of such criminal charge(s). Upon receiving notice of any
such suspension, the Executive shall promptly leave the premises of the Company and remain off such premises and the premises of all other Group members until further notice from the Company’s Board. 
  

	 	7.	Covenants of the Executive 

  
 7.01. During the Employment Period and for a period of two (2) years thereafter, the Executive will not, directly or indirectly: 
  
 a. solicit, entice, persuade or induce any employee, director, officer,
associate, consultant, agent or independent contractor of the Company to terminate his or her employment or engagement by the Company to become employed or engaged in competition with the Company by any person, firm, corporation or other business
enterprise other than a member of the Company, except in furtherance of his responsibility during the Employment Period; or 
  
 b. authorize or assist in the taking of such action by any third party. 
  
 For purposes of this Paragraph 7.01, the terms “employee,” “director,” “officer,”
“associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the one year prior to the termination of the Executive’s employment and for
one year following the Executive’s termination of employment. The Executive shall not be deemed to have violated the provisions of this Paragraph 7.01 by reason of an isolated act, or failure to act, not taken in bad faith. 
  
 7.02. During the Employment Period and for a period of and (1) year
thereafter, the Executive will not, directly or indirectly, engage, participate, make any financial investment in, or become employed by or render advisory or other services to or for any person, firm, corporation or other business enterprise (the
“Competing Enterprise”) which is engaged, directly or indirectly, during the Employment Period or at the time of Executive’s termination of employment, as the case may be, in any business of the type and character engaged in or
competitive with that conducted by the Company in any state or marketing area in which the Company is doing business or is qualified to do business. The foregoing covenant shall not be construed to preclude the Executive from making any investments
in the securities of any company, whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign
securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 5% of the combined voting power of the voting securities of such company. 
  
 7.03. The one-year covenant periods set forth in Paragraphs 7.01 and 7.01 may
be terminated earlier as determined by the Company’s Board if (i) the Executive’s employment is terminated other than for “Cause” as defined in Paragraph 6.01(c) and (ii) the Executive’s termination of employment does not
occur within 30 days of a “Change in Control.” For purposes of this Paragraph 7.03, a “Change in Control” is defined as (i) a bona fide sale of all of the ownership 
  

 9 








 interest of all or substantially all of the assets of the Company to any person or entity other than an affiliate,
including without limitation                          and
                        ; or (ii) a merger, reorganization, consolidation, or other transaction where more than 50% of the
combined voting power of the equity interests in the Company ceases to be owned by persons or affiliates of persons including
                         and
                        who own such interests at the Effective Date of this Agreement. 
  
 7.04. During the Employment Period and thereafter without limit as to time,
the Executive will not (other than in the regular course and in furtherance of the Company’s business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Company which is
confidential, including, without limitation, “know-how,” trade secrets, customer lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition
plans, new personnel employment plans, methods, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Company except (1) information which at the time is available to others in
the business or generally known to the public other than as a result of disclosure by the Company not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body
or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings
or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Company or by any predecessor thereof) concerning the business of the Company or
any predecessor thereof shall be the property of the Company and shall be delivered to the Company promptly upon the termination of the Employment Period. 
  
 7.05. The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries,
improvements, ideas and writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Company and any predecessor thereof (collectively, the “Developments”), are
and shall remain the sole and exclusive property of the Company and the Executive hereby assigns to the Company all of his right, title and interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to
the Company’s Board, and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence, and take all other actions that are
necessary or desirable in the reasonable opinion of the Company’s counsel, to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the
Developments in all countries in which the same are deemed necessary. 
  
 7.06. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital
to the Company’s business and that 
  

 10 








 irreparable injury would be sustained by the Company in the event of his breach of any of the covenants contained in this
Paragraph 7, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company shall be entitled, in
addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal bond, with or without
surety, and that such an injunction will not work an undue hardship on him. 
  
 7.07. The provisions of this Paragraph 7 shall survive the termination of this Agreement, without regard to the reasons therefore. 
  
 7.08. If any court determines that any of the provisions of this Paragraph 7 is invalid or unenforceable, the remainder of
such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Paragraph 7, or any part thereof, to be unreasonable because of the duration
of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. 
  
 8. Reimbursement of Business Expense 
  
 During the Employment Period, the Executive is authorized to incur
reasonable business expenses in carrying out his duties and responsibilities under the Agreement, and the Company shall promptly reimburse him for all such reasonable business expenses incurred in connection with carrying out the business of the
Company, subject to documentation in accordance with the Company’s policy. 
  
 9. Indemnification 
  
 To
the fullest extent permitted by law and the Company’s certificate of incorporation and by-laws, the Company shall promptly indemnify the Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses,
damages, costs and expenses (including reasonable attorneys’ fees)) incurred or paid by the Executive in connection with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services
for (or acting as a fiduciary of any employee benefit plans, programs or arrangements of) the Company, including as a director, officer or employee of the Company. The Company also agrees to maintain a director’s and officers’ liability
insurance policy covering the Executive to the extent the Company provides such coverage for its other executive officers. Notwithstanding any other provision of this Agreement, the provisions of this Paragraph 9 shall survive any termination or
expiration of this Agreement. 
  

 11 








 10. Miscellaneous 
  
 10.01. This Agreement is intended to be performed in, and shall be construed and enforced in accordance with the laws of,
the State of                          without reference to principles of conflict of laws. 
  
 10.02. Upon the Effective Date, this Agreement shall incorporate the complete
understanding and agreement between the parties with respect to the subject matter hereof and supersede any and all other prior or contemporaneous agreements, written or oral, between the Executive and the Company or any predecessor thereof with
respect to such subject matter. No provision hereof may be modified or waived except by a written instrument duly executed by the Executive and the Company with the express approval of the Compensation Committee. 
  
 10.03. Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration conducted in                 ,
                 under the National Rules for the Resolution of Employment Disputes then prevailing of the American Arbitration Association and such submission
shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings
of fact and a statement of reasons for the decision; and (iv) request the matter to be handled on an expedited basis. The determination of the arbitrator, which shall be based upon an interpretation of this Agreement, shall be final and binding and
judgment may be entered on the arbitrator’s award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined
by the arbitrator to be frivolous in nature. 
  
 10.04. The
Executive acknowledges that before entering into this Agreement he has received a reasonable period of time to consider this Agreement and has had sufficient time and an opportunity to consult with any attorney or other advisor of his choice in
connection with this Agreement and all matters contained herein, and that he has been advised to do so if he so chooses. The Executive further acknowledges that this Agreement and all terms hereof are fair, reasonable and are not the result of any
fraud, duress, coercion, pressure or undue influence exercised by the Company, that he has approved and entered into this Agreement and all of the terms hereof on his own free will, and that no promises or representations have been made to him by
any person to induce him to enter into this Agreement other than the express terms set forth herein. 
  
 10.05. The Company shall be entitled to deduct and withhold from all compensation payable to the Executive pursuant to this Agreement all amounts required
to be deducted and withheld therefrom pursuant to any present or future law, regulation or ordinance of the United States of America or any state or local jurisdiction therein or any foreign taxing jurisdiction. 
  
 10.06. Paragraph headings are included in this Agreement for convenience of
reference only and shall not affect the interpretation of the text hereof. 
  
 10.07. Any and all notices, demands or other communications to be given or made hereunder shall be in writing and shall be deemed to have been fully given or made when personally 
  

 12 








 delivered, or on the third business day after mailing from within the continental United States by registered mail,
postage prepaid, addressed as follows: 
  
 If to
the Company: 
  
 [INSERT] 
  
 Attention: [INSERT] 
  
 If to the Executive: 
  
 [INSERT] 
  
 Either party may change the address to which any notices to it shall be sent
by giving to the other party written notice of such change in conformity with the foregoing. 
  
 10.08. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument. 
  
 10.09. This Agreement may be assigned by the Company to, and shall inure to
the benefit of, any successor to substantially all the assets and business of the Company as a going concern, whether by merger, consolidation or purchase of substantially all of the assets of the Company or otherwise, provided that such successor
shall assume the Company’s obligations under this Agreement. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. 
  
 10.10. The Company shall be deemed to
have performed its obligations to make payments or provide benefits to the Executive under this Agreement if it has caused such payments to be made or benefits to be provided. 
  
 IN WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the
         day of February, 2004. 
  

			
	STONEMOOR GP, LLC
		
	By:	 	  


		
	By:	 	  


	 	 	        [INSERT EXECUTIVE’S NAME]


  

 13